Common use of Return; Holdover Rent Clause in Contracts

Return; Holdover Rent. (a) Not less than 180 days prior to the end of the Basic Term or the end of the Renewal Term, if Lessee has elected to return the Units under Section 22.2, Lessee will provide Lessor with a list of not less than ten (10) alternative storage locations ("Storage Locations") used by Lessee for the storage of rolling stock within the Contiguous United States with sufficient available storage capacity to store the Units and the available storage capacities of such locations. Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, not less than 90 days prior to the end of the Lease Term, Lessor will give Lessee irrevocable notice of its decision either to take possession of or store the Units. If Lessor shall have decided to take possession of the Units, the terms of Section 6.1(b) will apply. If Lessor shall have decided to store the Units, the terms of Section 6.1(c) will apply. (b) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if Lessor shall have decided to take possession of the Units, Lessee will, at its sole risk and expense, deliver possession of the Units at any storage location(s), f.o.b. such location(s), (i) as may be agreed upon by Lessor and Lessee in writing or (ii) in the absence of such agreement as Lessor may reasonably select by written notice to Lessee on or before the 90th day before the end of the Lease Term; provided, that (x) with respect to all Units being so delivered, there shall be no more than ten (10) locations (each of which shall be located within the Contiguous United States and shall have adequate storage capacities) and (y) Lessor's notice shall specify the total number and type of Units to be delivered to each location. (i) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if Lessor shall have elected to store the Units upon the expiration of the Lease Term with respect thereto, Lessee shall store the Units free of charge and at the risk and expense of Lessee for a period (the "Storage Period") beginning, for any particular Storage Location, on the expiration of the Lease Term for such Units (the "Storage Period Commencement Date") and ending not more than 120 days after the later of (i) the date of such expiration and (ii) the date on which such Unit is in compliance with the conditions set forth in Section 6.2. On or before the 120th day before the end of the Lease Term, Lessor shall provide Lessee with written notice designating its choices from among the Storage Locations provided by Lessee pursuant to Section 6.1(a). Any storage provided by Lessee during the Storage Period shall be at the sole risk and expense of Lessee, and Lessee shall maintain the insurance required by Section 12.1 with respect to all stored Units. During the Storage Period, Lessee will permit Lessor or any Persons designated by it, including the authorized representative or representatives of any prospective purchaser or user of such Units, to restencil the marks on such Units and to inspect the same during Lessee's normal business hours upon at least three Business Days' prior written or telephonic notice; provided, however, that such inspection and restenciling shall not interfere with the normal conduct of Lessee's business; and provided, further, that (x) such inspection and restenciling shall be at such Person's own risk and expense, (y) Lessee shall be indemnified by Lessor against any loss or damage incurred by it in connection with any such inspection or restenciling by such Person and (z) Lessee (except in the case of Lessee's gross negligence or willful misconduct) shall not be liable for any injury to, or the death of, any person exercising, either on behalf of Lessor or any prospective purchaser or user, the rights of inspection and restenciling granted pursuant hereto. Lessee shall not be required to store any Unit after the Storage Period. If Lessee does store any Unit after the expiration of the Storage Period, such storage shall be at the sole risk and expense of Lessor. (ii) Upon the request and direction of Lessor (and at Lessor's sole risk and expense), on not more than one occasion with respect to each stored Unit and upon not less than 15 days' prior written notice from Lessor to Lessee, Lessee will, on or before the expiration of the Storage Period, transport such Unit to any railroad interchange point or points within the Contiguous United States on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Unit to be transported to such locations in the Contiguous United States as Lessor shall direct), whereupon Lessee shall have no further liability or obligation with respect to such Unit. (iii) Upon receipt of Lessor's written notice designating its choices from among the alternative Storage Locations provided by Lessee under Section 6.1(a), Lessee shall have the option to instead store such Units at such Storage Locations as it shall choose in which case the Storage Period shall be at the sole risk and expense of Lessee for a period of 60 days, during which period Lessee shall be obligated to insure such Units as provided in Section 12. Upon receipt of such notice, Lessee will promptly give notice to Lessor of the locations at which Lessee will store such Units. If Lessee shall exercise such option, Lessee shall on or before the expiration of the Storage Period transport the Units to any railroad interchange point or points within the Contiguous United States on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Units to be transported to such locations designated by Lessor upon not less than 15 days' prior written notice). The movement of any Unit from such Unit's location as designated by Lessee pursuant to this Section 6.1(c)(iii) to an interchange point thereafter designated by Lessor in accordance with the foregoing sentence will be at the risk and expense of Lessee. During any Storage Period, Lessee shall store the Units in such manner as the Manager normally stores similar units of railroad equipment owned or managed by it. (d) Upon the latest of (i) expiration of the Lease Term with respect to a Unit, (ii) tender of such Unit at the location determined in accordance with Section 6.1(b) or, as applicable, the tender of such Unit for storage in accordance with Section 6.1(c) and (iii) compliance by such Unit with

Return; Holdover Rent. (a) Not less than 180 days prior to --------------------- the end of the Basic Term or the end of the any Renewal Term, if Lessee has elected to return the Units under Section 22.2, Lessee will provide Lessor with a list of not less than ten (10) alternative storage locations ("Storage Locations") used by Lessee for the storage of rolling stock within the Contiguous United States with sufficient available storage capacity to store the returned Units and the available storage capacities of such locations. Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, not Not less than 90 days prior to the end of the Lease TermTerm with respect to any Unit which has not been purchased by Lessee, Lessor will give Lessee irrevocable notice of its decision either to take possession of or store the Unitssuch Unit. If Lessor shall have decided to take possession of the Unitssuch Unit, the terms of Section 6.1(b) will apply. If Lessor shall have decided to store the Unitssuch Unit, the terms of Section 6.1(c) hereof will apply. (b) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if If Lessor shall have decided to take possession of the Unitssuch Unit, Lessee will, at its sole risk and expense, deliver possession of the Units such Unit at any storage location(s)location, f.o.b. such location(s)location, (i) as may be agreed upon by Lessor and Lessee in writing or (ii) in the absence of such agreement as Lessor may reasonably select by written notice to Lessee on or before the 90th day before the end of the Lease Term; provided, that (x) with respect to all such Units being so delivered, there shall be no more than ten (10) locations (each of which shall be located within the Contiguous United States and shall have adequate storage capacities) ), and (y) Lessor's notice shall specify the total number and type of Units to be delivered to each location. (i) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if If Lessor shall have elected to store the Units any Unit upon the expiration of the Lease Term with respect thereto, Lessee shall store the Units such Unit free of charge and at the risk and expense of the Lessee for a period (the "Storage Period") beginning, for any particular Storage Location, on the expiration of the Lease Term for such Units Unit (the "Storage Period Commencement Date") and ending not more than 120 60 days after the later of (i) the date of such expiration and (ii) the date on which such Unit is in compliance with the conditions set forth in Section 6.2thereafter. On or before the 120th 90th day before the end of the Lease Term, Lessor shall provide Lessee with written notice designating its choices from among the Storage Locations provided by Lessee pursuant to Section 6.1(a). Any storage provided by Lessee during the Storage Period shall be at the sole risk and expense of Lessee, and Lessee shall maintain the insurance required by Section Section 12.1 with respect to all stored Units. During the Storage Period, Lessee will permit Lessor or any Persons designated by it, including the authorized representative or representatives of any prospective purchaser or user of such UnitsUnit, to restencil the marks on such Units Unit and to inspect the same during Lessee's normal business hours upon at least three Business Days' prior written or telephonic notice; provided, however, that such inspection and restenciling shall not interfere with the normal conduct of Lessee's business; and provided, further, that (x) such inspection and restenciling shall be at such Person's own risk and expenserisk, (y) Lessee shall be indemnified by Lessor against any loss or damage incurred by it in connection with any such inspection or restenciling by such Person and (z) Lessee (except in the case of Lessee's gross negligence or willful wilful misconduct) shall not be liable for any injury to, or the death of, any person exercising, either on behalf of Lessor or any prospective purchaser or user, the rights of inspection and restenciling granted pursuant hereto. Lessee shall not be required to store any Unit the Equipment after the Storage Period. If Lessee does store any Unit after the expiration of the Storage Period, such storage shall be at the sole risk and expense of Lessor. (ii) Upon the request and direction of Lessor (and at Lessor's sole risk and expense), on not more than one occasion with respect to each stored Unit and upon not less than 15 days' prior written notice from Lessor to Lessee, Lessee will, on or before the expiration of the Storage Period, transport such Unit Units to any railroad interchange point or points within the Contiguous United States on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Unit Units to be transported to such locations in the Contiguous United States as Lessor shall direct), whereupon Lessee shall have no further liability or obligation with respect to such UnitUnits. (iii) Upon receipt of Lessor's written notice designating its choices from among the alternative Storage Locations provided by Lessee under Section 6.1(a), Lessee shall have the option to instead store such Units at such Storage Locations as it shall choose in which case the Storage Period shall be at the sole risk and expense of Lessee for a period of 60 days, during which period the Lessee shall be obligated to insure such Units as provided in Section 12. Upon receipt of such notice, Lessee will promptly give notice to Lessor of the locations at which Lessee will store such Units. If Lessee shall exercise such option, Lessee shall on or before the expiration of the Storage Period transport the Units to any railroad interchange point or points within the Contiguous United States on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Units to be transported to such locations (provided that such Units shall be transported to no more than ten (10) locations, each having adequate storage capacity) designated by Lessor upon not less than 15 days' prior written notice). The movement of any Unit from such Unit's location as designated by Lessee pursuant to this Section 6.1(c)(iii) to an interchange point thereafter designated by Lessor in accordance with the foregoing sentence will be at the risk and expense of Lessee. During any Storage Period, Lessee shall store the Units in such manner as the Manager normally stores similar units of railroad equipment owned or managed by it. (d) Upon the latest of (i) expiration of the Lease Term with respect to a Unit, (ii) tender of such Unit at the location determined in accordance with Section 6.1(b) or, as applicable, the tender of such Unit for storage in accordance with Section 6.1(c) and (iii) compliance by such Unit with)

Return; Holdover Rent. (a) Not less than 180 days prior to the end of the Basic Term or the end of the any Renewal Term, if Lessee has elected to return the Units under Section 22.2, Lessee will provide Lessor with a list of not less than ten (10) alternative storage locations ("Storage Locations") used by Lessee for the storage of rolling stock within the Contiguous United States with sufficient available storage capacity to store the Units and the available storage capacities of such locations. Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, not less than 90 days prior to the end of the Lease Term, Lessor will give Lessee irrevocable notice of its decision either to take possession of or store the Units. If Lessor shall have decided to take possession of the Units, the terms of Section 6.1(b) will apply. If Lessor shall have decided to store the Units, the terms of Section 6.1(c) will apply. (b) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if Lessor shall have decided to take possession of the Units, Lessee will, at its sole risk and expense, deliver possession of the Units at any storage location(s)location, f.o.b. such location(s)location, (i) as may be agreed upon by Lessor and Lessee in writing or (ii) in the absence of such agreement as Lessor may reasonably select by written notice to Lease Agreement (TRLI 2001-1C) Lessee on or before the 90th day before the end of the Lease Term; provided, that (x) with respect to all Units being so delivered, there shall be no more than ten (10) locations (each of which shall be located within the Contiguous United States and shall have adequate storage capacities) and (y) Lessor's notice shall specify the total number and type of Units to be delivered to each location. (i) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if Lessor shall have elected to store the Units upon the expiration of the Lease Term with respect thereto, Lessee shall store the Units free of charge and at the risk and expense of Lessee for a period (the "Storage Period") beginning, for any particular Storage Location, on the expiration of the Lease Term for such Units (the "Storage Period Commencement Date") and ending not more than 120 60 days after the later of (i) the date of such expiration and (ii) the date on which such Unit is in compliance with the conditions set forth in Section 6.2thereafter. On or before the 120th 90th day before the end of the Lease Term, Lessor shall provide Lessee with written notice designating its choices from among the Storage Locations provided by Lessee pursuant to Section 6.1(a). Any storage provided by Lessee during the Storage Period shall be at the sole risk and expense of Lessee, and Lessee shall maintain the insurance required by Sectionby Section 12.1 with respect to all stored Units. During the Storage Period, Lessee will permit Lessor or any Persons designated by it, including the authorized representative or representatives of any prospective purchaser or user of such Units, to restencil the marks on such Units and to inspect the same during Lessee's normal business hours upon at least three Business Days' prior written or telephonic notice; provided, however, that such inspection and restenciling shall not interfere with the normal conduct of Lessee's business; and provided, further, that (x) such inspection and restenciling shall be at such Person's own risk and expense, (y) Lessee shall be indemnified by Lessor against any loss or damage incurred by it in connection with any such inspection or restenciling by such Person and (z) Lessee (except in the case of Lessee's gross negligence or willful wilful misconduct) shall not be liable for any injury to, or the death of, any person exercising, either on behalf of Lessor or any prospective purchaser or user, the rights of inspection and restenciling granted pursuant hereto. Lessee shall not be required to store any Unit after the Storage Period. If Lessee does store any Unit after the expiration of the Storage Period, such storage shall be at the sole risk and expense of Lessor. (ii) Upon the request and direction of Lessor (and at Lessor's sole risk and expense), on not more than one occasion with respect to each stored Unit and upon not less than 15 days' prior written notice from Lessor to Lessee, Lessee Lease Agreement (TRLI 2001-1C) will, on or before the expiration of the Storage Period, transport such Unit to any railroad interchange point or points within the Contiguous United States on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Unit to be transported to such locations in the Contiguous United States as Lessor shall direct), whereupon Lessee shall have no further liability or obligation with respect to such Unit. (iii) Upon receipt of Lessor's written notice designating its choices from among the alternative Storage Locations provided by Lessee under Section 6.1(a), Lessee shall have the option to instead store such Units at such Storage Locations as it shall choose in which case the Storage Period shall be at the sole risk and expense of Lessee for a period of 60 days, during which period Lessee shall be obligated to insure such Units as provided in Section 12. Upon receipt of such notice, Lessee will promptly give notice to Lessor of the locations at which Lessee will store such Units. If Lessee shall exercise such option, Lessee shall on or before the expiration of the Storage Period transport the Units to any railroad interchange point or points within the Contiguous United States on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Units to be transported to such locations designated by Lessor upon not less (provided that such Units shall be transported to no more than 15 days' prior written notice). The movement of any Unit from such Unit's location as designated by Lessee pursuant to this Section 6.1(c)(iii) to an interchange point thereafter designated by Lessor in accordance with the foregoing sentence will be at the risk and expense of Lessee. During any Storage Period, Lessee shall store the Units in such manner as the Manager normally stores similar units of railroad equipment owned or managed by it. (d) Upon the latest of (i) expiration of the Lease Term with respect to a Unit, (ii) tender of such Unit at the location determined in accordance with Section 6.1(b) or, as applicable, the tender of such Unit for storage in accordance with Section 6.1(c) and (iii) compliance by such Unit withten

Return; Holdover Rent. (a) Not less than 180 120 days prior to the end of the Basic Term Term, the end of any Fixed Rate Renewal Term, or the end of the any Fair Market Renewal Term, if in each case with respect to any Units which Lessee has elected to return the Units under Section 22.2, Lessee will provide Lessor with a list of not less than ten (10) alternative storage locations ("Storage Locations") used by Lessee for the storage of rolling stock within the Contiguous continental United States with (excluding Alaska) sufficient available storage capacity to store the returned Units and the available storage capacities of such locations. Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, not Not less than 90 days prior to the end of the Lease TermTerm with respect to any Unit which has not been purchased by Lessee, Lessor will give Lessee irrevocable notice of its decision either to take possession of or store the Unitssuch Unit. If Lessor shall have decided to take possession of the Unitssuch Unit, the terms of Section 6.1(b) will apply. If Lessor shall have decided to store the Unitssuch Unit, the terms of Section 6.1(c) hereof will apply. (b) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if If Lessor shall have decided to take possession of the Unitssuch Unit, Lessee will, at its sole risk and expense, deliver possession of the Units such Unit at any storage location(s)track location, f.o.b. such location(s)location, (i) as may be agreed upon by Lessor and Lessee in writing or (ii) in the absence of such agreement agreement, as Lessor may reasonably select direct by written notice to Lessee on or before the 90th day before the end of the Lease Term; provided, that (x) with respect to all such Units being so delivered, there shall be returned to no more than ten five (105) interchange locations (each of which shall be located within the Contiguous continental United States and States, exclusive of Alaska), (y) there shall have adequate storage capacities) be no less than 100 Units (or, if less than 100 Units are then subject to the Lease, all Units), returned to each location, and (yz) Lessor's notice shall specify the total number and type of Units to be delivered to each location. (i) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if If Lessor shall have elected to store the Units any Unit upon the expiration of the Lease Term with respect thereto, Lessee shall store the Units such Unit, free of charge and at the risk and expense of Lessee for a period (the "Storage Period") beginning, for any particular Storage Locationstorage location, on the later of the expiration of the Lease Term for and the date on which 50% of the total number of Units being returned and stored at such Units location have arrived thereat (the "Storage Period Commencement Date") and ending not more than 120 45 days after the later of (iA) the date of such expiration Storage Period Commencement Date and (iiB) the date on which such Unit is in compliance with the conditions set forth in Section 6.2, and for an additional 60 days thereafter at the sole risk and expense of Lessor. On or before the 120th 90th day before the end of the Lease Term, Lessor shall provide Lessee with written notice designating its no more than five (5) choices from among the Storage Locations alternative storage locations provided by Lessee pursuant to Section 6.1(a), with a minimum of 100 Units to be stored per location. Any storage provided by Lessee during the Storage Period (except for such additional 60-day period referred to above) shall be at the sole risk and expense of Lessee, and Lessee shall maintain the insurance required by Section Section 12.1 with respect to all stored Units; provided, however, any movement of the Units being stored in connection with Section 6 shall be at the risk and expense of Lessor. During the Storage Period, Lessee will permit Lessor or any Persons designated by it, including the authorized representative or representatives of any prospective purchaser or user of such UnitsUnit, to restencil the marks on such Units Unit and to inspect the same during Lessee's normal business hours upon at least three Business Days' prior written or telephonic notice; provided, however, that such inspection and restenciling shall not interfere with the normal conduct of Lessee's business; and provided, further, that (x) such inspection and restenciling shall be at such Person's own risk and expenserisk, (y) Lessee shall be indemnified by Lessor protected against any loss or damage incurred by it in connection with any such inspection or restenciling by such Person through indemnification, insurance or other means reasonably satisfactory to Lessee and (z) Lessee (except in the case of Lessee's gross negligence or willful wilful misconduct) shall not be liable for any injury to, or the death of, any person exercising, either on behalf of Lessor or any prospective purchaser or user, the rights of inspection and restenciling granted pursuant hereto. Lessee shall not be required to store any Unit the Equipment after the Storage Period. If Lessee does store any Unit after the expiration of the Storage Period, such storage shall be at the sole risk and expense of Lessor. (ii) Upon the request and direction of Lessor (and at Lessor's sole risk and expense), on not more than one occasion with respect to each stored Unit and upon not less than 15 30 days' prior written notice from Lessor to Lessee, Lessee will, on or before the expiration of the Storage Period, transport such Unit Units to any railroad interchange point or points within the Contiguous continental United States (except Alaska) (with a minimum of 100 Units (or, if less than 100 Units are then subject to the Lease, all Units) per interchange point and to a maximum of five (5) interchange points) on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Unit to be transported to such locations in the Contiguous United States as Lessor shall direct)shipment, whereupon Lessee shall have no further liability or obligation with respect to such UnitUnits. (iii) Upon receipt of Lessor's written notice designating its choices from among the alternative Storage Locations storage locations provided by Lessee under Section 6.1(a), Lessee shall have the option to instead store such Units at such Storage Locations storage track locations anywhere within the continental United States as it shall choose in which case the Storage Period (provided that there shall be no less than 100 Units (or, if less than 100 Units are then subject to the Lease, all Units) stored at the sole risk and expense of Lessee for a period of 60 days, during which period Lessee shall be obligated to insure each such Units as provided in Section 12location). Upon receipt of such notice, Lessee will promptly give notice to Lessor of the locations at which Lessee will store such Units. If Lessee shall exercise such option, (x) the Storage Period shall be extended an additional 30 days and (y) Lessee shall on or before the expiration of the Storage Period transport the such Units to any railroad interchange point or points within the Contiguous continental United States on any railroad lines or to any connecting carrier for shipment (except Alaska) (with appropriate instructions a minimum of 100 Units (or, if less than 100 Units are then subject to cause such Units the Lease, all Units) per interchange point and to be transported to such locations a maximum of five (5) interchange points) designated by Lessor upon not less than 15 30 days' prior written notice). The movement of any Unit from such Unit's location as designated by Lessee pursuant to this Section 6.1(c)(iii) to an interchange point a location thereafter designated by Lessor in accordance with the foregoing sentence will be at the risk and expense of LesseeLessor. During any Storage Period, Lessee shall store the Units Equipment in such manner as the Manager Lessee normally stores similar units of railroad equipment owned or managed leased by it. (d) Upon the latest later of (i) expiration of the Lease Term with respect to a such Unit, (ii) tender of such Unit at the location determined in accordance with Section 6.1(b) or, as applicable, the tender of such Unit for storage in accordance with Section 6.1(c) ), and (iii) compliance by such Unit withwith Section 6.2, this Lease and the obligation to pay Basic Rent for such Unit accruing subsequent to the expiration of the Lease Term with respect to such Unit shall terminate. (e) So long as no Lease Event of Default has occurred and is continuing, all amounts earned in respect of a Unit after the date of expiration of the Lease Term with respect to such Unit and prior to the return of such Unit hereunder shall belong to Lessee, and if received by Lessor, shall be promptly turned over to Lessee. In the event any Unit is not returned to Lessor in accordance with the provisions of Section 6.1(b) on the last day of the Lease Term with respect thereto, or if requested by Lessor pursuant to Section 6.1(c), delivered and stored on such last day of the Lease Term, and, in either case, in the condition specified in Section 6.2, Lessee shall pay to Lessor for each such day from the expiration of the Lease Term with respect to such Unit until the date on which such Unit is returned to Lessor in accordance with the provisions of Section 6.1(b) and in the condition specified in Section 6.2, an amount equal to the daily equivalent of the average Basic Rent for the Basic Term or the Renewal Term as applicable to such Unit. In the event Lessee is required to pay such Rent subsequent to the expiration of the Lease Term with respect to a Unit or Units, any amounts earned with respect to such Units shall be for the account of Lessee. If such Unit is not returned to Lessor in accordance with the provisions of Section 6.1(b) and in the condition specified in Section 6.2 on or prior to the 180th day after the expiration of the Lease Term with respect to such Unit, Lessor shall have the right to require Lessee to purchase such Unit for a purchase price equal to the Stipulated Loss Value for such Unit as of the 181st day after the expiration of such Lease Term; provided that if more than 25 Units have not been returned on or prior to the expiration of such Lease Term, the purchase price for such Unit shall be the higher of (x) the Fair Market Sales Value, assuming such Unit is in the condition required by this Lease, and (y) the Stipulated Loss Value of such Unit as of the 181st day after the expiration of such Lease Term; provided further that, during the holdover period described in this sentence and the immediately preceding sentence, Lessee shall use its best efforts to secure the return of the Equipment as required under this Section 6 in the condition specified in Section 6.

Return; Holdover Rent. (a) Not less than 180 150 days prior to the end of the Basic Term Term, the end of any Fixed Rate Renewal Term, or the end of the any Fair Market Renewal Term, if in each case with respect to any Units which Lessee has elected to return the Units under Section 22.2, Lessee will provide Lessor with a list of not less than ten (10) alternative specifying 21 storage locations ("Storage Locations") used by Lessee for the storage of rolling stock within the Contiguous continental United States with sufficient available storage capacity (excluding Alaska), which locations, to store the Units and the available storage capacities of such locationsextent practicable, shall be geographically diverse. Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, not Not less than 90 days prior to the end of the Lease TermTerm with respect to any Unit Lessee has elected to return pursuant to Section 22.2, Lessor will give Lessee irrevocable notice of its decision either to take possession of or store the Unitssuch Unit. If Lessor shall have decided to take possession of the Unitssuch Unit, the terms of Section 6.1(b) will apply. If Lessor shall have decided to store the Unitssuch Unit, the terms of Section 6.1(c) hereof will apply. Not less than 10 days prior to the date on which any Unit is to be returned to the location specified pursuant to Section 6.1(b) or delivered and stored for Lessor pursuant to Section 6.1(c), Lessee shall give Lessor irrevocable written notice specifying the number, identification numbers and type of Units (i.e. tank cars or hoppxx xxxs) which are to be returned or delivered and stored, the location of such return or delivery and storage and the date on which the Inspection Period is scheduled to commence with respect to each such Unit. Upon the arrival of the Units at the return or delivery location(s) described in the foregoing notice, Lessee will give Lessor prompt written confirmation of the number, identification numbers and type of Units (i.e. tank cars or hoppxx xxxs) returned or delivered and the date on which the Inspection Period commences with respect to the Inspectable Group(s) (hereinafter defined) of which such Units are a part. In the event that, subsequent to the date an Inspection Period commences for any Inspectable Group but not less than five Business Days prior to the end of such Inspection Period, additional Units are delivered to such location, unless Lessor is at that time still conducting its inspection at such location pursuant to Section 6.1(h) and the Person conducting the inspection on Lessor's behalf can reasonably inspect such additional Units prior to the end of such Inspection Period, a new Inspection Period will commence upon receipt of notice that an Inspectable Group made up of such subsequently delivered Units has been assembled; provided, however, that if less than 25 additional Units are to be subsequently returned or delivered to such location, such new Inspection Period will commence upon receipt of notice that all of such subsequently delivered Units have been assembled; and provided, further, that if not less than five Business Days prior to the end of an Inspection Period additional Units are delivered to a location at which an Inspectable Group is then being inspected but the Person conducting the inspection on Lessor's behalf cannot reasonably inspect such additional Units prior to the end of such Inspection Period, the Inspection Period in respect of such additional Units shall be extended to the end of the fifth Business Day following the date on which such Inspection Period would otherwise have expired. (b) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if If Lessor shall have decided to take possession of the Unitsany Unit, Lessee will, at its sole risk own cost and expense, deliver possession of the Units such Unit at any storage location(s)track location, f.o.b. such location(s)location, (i) as may be agreed upon by Lessor and Lessee in writing writing, or (ii) in the absence of such agreement agreement, as Lessor may reasonably select by written notice to Lessee delivered on or before the 90th day before the end of the Lease Term; provided, that (x) with respect to all Units being so delivered, there shall be no more than ten (10) 21 such locations designated by Lessor (each of which shall be located within the Contiguous continental United States and States, exclusive of Alaska), which locations, to the extent practicable, shall have adequate storage capacitiesbe geographically diverse, (y) there shall be no less than 25 Units (any group of 25 Units, an "Inspectable Group") returned to each location; provided that upon Lessor's request for valid business reasons, an Inspectable Group shall consist of less than 25 Units, and (yz) Lessor's notice shall specify the total number and type of Units (i.e. tank cars or hoppxx xxxs) to be delivered to each location. Maintenance logs and records with respect to each Unit shall be delivered to Lessor or its designee upon the return of such Unit. (i) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if If Lessor shall have elected to store the Units any Unit upon the expiration of the Lease Term with respect thereto, Lessee shall store the Units such Unit, free of charge and at the risk and expense of Lessee for a period (the "Storage Period") beginning, for any particular Storage Location, beginning on the expiration of the Lease Term for such Units (the "Storage Period Commencement Date") and ending not more than 120 60 days after the later of (iA) the date of commencement of the Inspection Period for the Inspectable Group of which such expiration Unit is a part and (iiB) the date on which such Unit is in compliance with the conditions set forth in Section 6.2. On or before the 120th day before the end of the Lease Term, Lessor shall provide Lessee with written notice designating its choices from among the Storage Locations provided by Lessee pursuant to Section 6.1(a). Any storage provided by Lessee during the Storage Period shall be at the sole risk (other than in the case of Lessor's gross negligence or wilful misconduct) and expense of Lessee, and Lessee shall maintain during the Storage Period the insurance required by Section Section 12.1 with respect to all stored Units. During the Storage Period, Lessee will permit Lessor or any Persons person designated by it, including the authorized representative or representatives of any prospective purchaser or user of such UnitsUnit, to restencil the marks on such Units Unit and to inspect the same during Lesseethe storage location's normal business hours upon at least three Business Days' prior written or telephonic notice; provided, however, that such inspection and restenciling shall not unreasonably interfere with the normal conduct of Lesseethe storage location's businessbusiness and shall be subject to the storage location's standard security and safety rules and regulations; and provided, further, that (x) such inspection and restenciling shall be at such Person's own risk and expenserisk, (y) Lessee shall be indemnified by Lessor protected against any loss or damage incurred by it in connection with any such inspection or restenciling by such Person through indemnification, insurance or other means reasonably satisfactory to Lessee and (z) Lessee (except in the case of Lessee's gross negligence or willful wilful misconduct) shall not be liable for any injury to, or the death of, any person Person exercising, either on behalf of Lessor or any prospective purchaser or user, the rights of inspection and restenciling granted pursuant hereto. Lessee shall not be required to store any Unit after the Storage Period. If Lessee does store any Unit after the expiration of the Storage Period, such storage shall be at the sole risk (other than in the case of Lessee's gross negligence or wilful misconduct, it being understood and agreed that the selection by Lessee of a particular storage location shall not under any circumstances constitute gross negligence or wilful misconduct provided that such storage location is the same location or a storage location which is comparable in all material respects to the location at which such Unit was stored during the Storage Period) and expense of Lessor. (ii) Upon the request and direction of Lessor (and at Lessor's sole risk and expense), on not more than one occasion with respect to each stored Unit and upon not less than 15 days' prior written notice from Lessor to Lessee, Lessee will, on or before the expiration of the Storage Period, transport such Unit Units to any railroad interchange point or points designated by Lessor within the Contiguous continental United States (except Alaska), with a minimum of at least an Inspectable Group delivered to each interchange point on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Unit to be transported to such locations in the Contiguous United States as Lessor shall direct)shipment, whereupon Lessee shall have no further liability or obligation with respect to such Unit. (iii) Upon receipt of Lessor's written notice designating its choices from among the alternative Storage Locations provided by Lessee under Section 6.1(a), Lessee shall have the option to instead store such Units at such Storage Locations as it shall choose in which case the Storage Period shall be at the sole risk and expense of Lessee for a period of 60 days, during which period Lessee shall be obligated to insure such Units as provided in Section 12. Upon receipt of such notice, Lessee will promptly give notice to Lessor of the locations at which Lessee will store such Units. If Lessee shall exercise such option, Lessee shall on or before the expiration of the Storage Period transport the Units to any railroad interchange point or points within the Contiguous United States on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Units to be transported to such locations designated by Lessor upon not less than 15 days' prior written notice). The movement of any Unit from such Unit's location as designated by Lessee pursuant to this Section 6.1(c)(iii) to an interchange point thereafter designated by Lessor in accordance with the foregoing sentence will be at the risk and expense of Lessee. During any Storage Period, Lessee shall store the Units in such manner as the Manager normally stores similar units of railroad equipment owned or managed by it. (d) Upon Provided no Lease Default referred to in Section 14(g) or (h) or Lease Event of Default shall have occurred and be continuing, all amounts earned in respect of a Unit subsequent to the latest of (i) expiration of the Lease Term with respect to such Unit and prior to the return of the Unit hereunder shall belong to Lessee and, if received by Lessor, shall be promptly turned over to Lessee. (e) Subject to the other provisions of this Section 6.1 with respect to additional holdover rent, Lessee shall pay to Lessor the daily equivalent of the rental rate in effect at the expiration or termination of the most recent Lease Term with respect to such Unit ("Holdover Rent") for each Unit for each day commencing on the date immediately following the expiration or termination of the Lease Term with respect to such Unit to and including the day immediately preceding the commencement of the Inspection Period for the Inspectable Group of which such Unit is a Unitpart. During such holdover period, Lessee shall use its reasonable best efforts to secure the return of the Equipment as required under this Section 6. Nothing herein shall be in abrogation of Lessor's right to have such Unit returned to it for possession or storage. (f) In the event any Unit is not returned to Lessor in the condition specified in Section 6.2, Lessee shall pay to Lessor Holdover Rent multiplied by the number of days equal to the sum of (i) one-half of the number of days elapsed beginning on the commencement of the Inspection Period for the Inspectable Group of which such Unit is a part and ending on the date on which Lessee receives notice from Lessor, which is given no later than the date specified in the second sentence of Section 6.1(h), that such Unit is not in the condition specified in Section 6.2 (provided, however, that in no event shall the number determined pursuant to this clause (i) exceed 30), plus (ii) tender the number of days beginning on the day immediately following receipt by Lessee of notice from Lessor, which notice is given no later than the date specified in the second sentence of Section 6.1(h), that such Unit is not in the condition required by Section 6.2 to and including the day such Unit is restored to the condition specified by Section 6.2 and redelivered to the location at which the Unit was inspected by Lessor or such other location as may be agreed upon by Lessor and Lessee in writing. Notwithstanding the foregoing, if the repairs required to restore any Unit to the condition set forth in Section 6.2 cost less than $2,500 and can be promptly performed at any track location, then (A) Lessor shall be responsible for making such repairs, the cost of which shall be reimbursed by Lessee, and (B) the Unit shall be deemed to comply with the conditions set forth in Section 6.2 and no additional Holdover Rent shall be payable under this Section 6.1(f) with respect thereto solely as a result of the condition of such Unit. (g) Holdover Rent shall be paid monthly in arrears, by payment from Lessee to Lessor on or before the fifth day following the end of each calendar month, in the manner specified in Section 3.6 hereof, such payment to be accompanied by a statement setting forth in reasonable detail the calculation of such payment on a per Unit basis. (h) During the 30-day period commencing on the date on which a minimum of at least an Inspectable Group is delivered, pursuant to Section 6.1 (b) or (c), to Lessor or to a storage location, as the case may be (the "Inspection Period"), Lessor shall be entitled to inspect any Unit so delivered to ensure that such Unit is in the condition required under Section 6.2. Lessor shall promptly (but in no event later than 10 Business Days following receipt by a Responsible Officer of the Owner Participant and the Owner Trustee of a final report relating to the foregoing inspection) notify Lessee in writing if any Units are not in compliance with the conditions specified in Section 6.2, specifying in reasonable detail the manner in which such Units fail to comply with such conditions. Subject to Section 6.1(f), no Holdover Rent shall be payable by Lessee during the Inspection Period. The inspection of all redelivered Units shall be performed at Lessor's sole cost, expense and risk (including, without limitation, the risk of personal injury or death), by its authorized representatives. Lessee shall not be liable for any injury to, or the death of, any Person exercising, on behalf of Lessor, the rights of inspection granted under this Section 6.1 unless caused by Lessee's gross negligence or wilful misconduct. If such Unit is not in compliance with the conditions set forth in Section 6.2, then, subject to the last sentence of Section 6.1(f), Lessee shall promptly take such steps as are necessary to bring such Unit into such compliance and shall, subject to the last sentence of Section 6.1(f) pay, in addition to Holdover Rent otherwise owing under this Section 6.1, the reasonable cost and expense of any reinspection of such Unit at conducted by Lessor required because of such non-compliance with Section 6.2. No reinspection pursuant to this Section 6.1(h) shall unreasonably interfere with the normal conduct of business by Lessee, any sublessee or the location determined in accordance with Section 6.1(b) or, as applicable, the tender of to which such Unit is returned. Lessee shall provide (or cause any sublessee or owner of the return location to provide) reasonable cooperation to Lessor and its representatives in connection with such inspection, but Lessee shall not be required to undertake or incur any additional liabilities in connection therewith. A Unit shall not be deemed to have been returned to Lessor for storage purposes of this Lease unless and until it is in accordance compliance with the conditions set forth in Section 6.1(c) and (iii) compliance by such Unit with6.2.

Return; Holdover Rent. (a) Not less than 180 120 days --------------------- prior to the end of the Basic Term Term, the end of any Fixed Rate Renewal Term, or the end of the any Fair Market Renewal Term, if in each case with respect to any Units which Lessee has elected to return the Units under Section 22.2, Lessee will provide Lessor with a list of not less than ten (10) alternative storage locations ("Storage Locations") used by Lessee for the storage of rolling stock within the Contiguous continental United States with (excluding Alaska) sufficient available storage capacity to store the returned Units and the available storage capacities of such locations. Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, not Not less than 90 days prior to the end of the Lease TermTerm with respect to any Unit which has not been purchased by Lessee, Lessor will give Lessee irrevocable notice of its decision either to take possession of or store the Unitssuch Unit. If Lessor shall have decided to take possession of the Unitssuch Unit, the terms of Section 6.1(b) will apply. If Lessor shall have decided to store the Unitssuch Unit, the terms of Section 6.1(c) hereof will apply. (b) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if If Lessor shall have decided to take possession of the Unitssuch Unit, Lessee will, at its sole risk and expense, deliver possession of the Units such Unit at any storage location(s)track location, f.o.b. such location(s)location, (i) as may be agreed upon by Lessor and Lessee in writing or (ii) in the absence of such agreement agreement, as Lessor may reasonably select direct by written notice to Lessee on or before the 90th day before the end of the Lease Term; provided, that (x) with respect to all such Units being so delivered, there shall be returned to no -------- more than ten five (105) interchange locations (each of which shall be located within the Contiguous continental United States and States, exclusive of Alaska), (y) there shall have adequate storage capacities) be no less than 100 Units (or, if less than 100 Units are then subject to the Lease, all Units), returned to each location, and (yz) Lessor's notice shall specify the total number and type of Units to be delivered to each location. (i) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if If Lessor shall have elected to store the Units any Unit upon the expiration of the Lease Term with respect thereto, Lessee shall store the Units such Unit, free of charge and at the risk and expense of Lessee for a period (the "Storage Period") beginning, for any particular Storage Location-------------- storage location, on the later of the expiration of the Lease Term for and the date on which 50% of the total number of Units being returned and stored at such Units location have arrived thereat (the "Storage Period Commencement Date") and -------------------------------- ending not more than 120 45 days after the later of (iA) the date of such expiration Storage Period Commencement Date and (iiB) the date on which such Unit is in compliance with the conditions set forth in Section 6.2, and for an additional 60 days thereafter at the sole risk and expense of Lessor. On or before the 120th 90th day before the end of the Lease Term, Lessor shall provide Lessee with written notice designating its no more than five (5) choices from among the Storage Locations alternative storage locations provided by Lessee pursuant to Section 6.1(a), with a minimum of 100 Units to be stored per location. Any storage provided by Lessee during the Storage Period (except for such additional 60-day period referred to above) shall be at the sole risk and expense of Lessee, and Lessee shall maintain the insurance required by Section Section 12.1 with respect to all stored Units; provided, however, any movement of the -------- ------- Units being stored in connection with Section 6 shall be at the risk and expense of Lessor. During the Storage Period, Lessee will permit Lessor or any Persons designated by it, including the authorized representative or representatives of any prospective purchaser or user of such UnitsUnit, to restencil the marks on such Units Unit and to inspect the same during Lessee's normal business hours upon at least three Business Days' prior written or telephonic notice; provided, however, that ----------------- such inspection and restenciling shall not interfere with the normal conduct of Lessee's business; and provided, further, that (x) such inspection and ----------------- restenciling shall be at such Person's own risk and expenserisk, (y) Lessee shall be indemnified by Lessor protected against any loss or damage incurred by it in connection with any such inspection or restenciling by such Person through indemnification, insurance or other means reasonably satisfactory to Lessee and (z) Lessee (except in the case of Lessee's gross negligence or willful wilful misconduct) shall not be liable for any injury to, or the death of, any person exercising, either on behalf of Lessor or any prospective purchaser or user, the rights of inspection and restenciling granted pursuant hereto. Lessee shall not be required to store any Unit the Equipment after the Storage Period. If Lessee does store any Unit after the expiration of the Storage Period, such storage shall be at the sole risk and expense of Lessor. (ii) Upon the request and direction of Lessor (and at Lessor's sole risk and expense), on not more than one occasion with respect to each stored Unit and upon not less than 15 30 days' prior written notice from Lessor to Lessee, Lessee will, on or before the expiration of the Storage Period, transport such Unit Units to any railroad interchange point or points within the Contiguous continental United States (except Alaska) (with a minimum of 100 Units (or, if less than 100 Units are then subject to the Lease, all Units) per interchange point and to a maximum of five (5) interchange points) on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Unit to be transported to such locations in the Contiguous United States as Lessor shall direct)shipment, whereupon Lessee shall have no further liability or obligation with respect to such UnitUnits. (iii) Upon receipt of Lessor's written notice designating its choices from among the alternative Storage Locations storage locations provided by Lessee under Section 6.1(a), Lessee shall have the option to instead store such Units at such Storage Locations storage track locations anywhere within the continental United States as it shall choose in which case the Storage Period (provided that there shall be no less than 100 Units (or, if less than 100 Units are then subject to the Lease, all Units) stored at the sole risk and expense of Lessee for a period of 60 days, during which period Lessee shall be obligated to insure each such Units as provided in Section 12location). Upon receipt of such notice, Lessee will promptly give notice to Lessor of the locations at which Lessee will store such Units. If Lessee shall exercise such option, (x) the Storage Period shall be extended an additional 30 days and (y) Lessee shall on or before the expiration of the Storage Period transport the such Units to any railroad interchange point or points within the Contiguous continental United States on any railroad lines or to any connecting carrier for shipment (except Alaska) (with appropriate instructions a minimum of 100 Units (or, if less than 100 Units are then subject to cause such Units the Lease, all Units) per interchange point and to be transported to such locations a maximum of five (5) interchange points) designated by Lessor upon not less than 15 30 days' prior written notice). The movement of any Unit from such Unit's location as designated by Lessee pursuant to this Section 6.1(c)(iii) to an interchange point a location thereafter designated by Lessor in accordance with the foregoing sentence will be at the risk and expense of LesseeLessor. During any Storage Period, Lessee shall store the Units Equipment in such manner as the Manager Lessee normally stores similar units of railroad equipment owned or managed leased by it. (d) Upon the latest later of (i) expiration of the Lease Term with respect to a such Unit, (ii) tender of such Unit at the location determined in accordance with Section 6.1(b) or, as applicable, the tender of such Unit for storage in accordance with Section 6.1(c) ), and (iii) compliance by such Unit withwith Section 6.2, this Lease and the obligation to pay Basic Rent for such Unit accruing subsequent to the expiration of the Lease Term with respect to such Unit shall terminate. (e) So long as no Lease Event of Default has occurred and is continuing, all amounts earned in respect of a Unit after the date of expiration of the Lease Term with respect to such Unit and prior to the return of such Unit hereunder shall belong to Lessee, and if received by Lessor, shall be promptly turned over to Lessee. In the event any Unit is not returned to Lessor in accordance with the provisions of Section 6.1(b) on the last day of the Lease Term with respect thereto, or if requested by Lessor pursuant to Section 6.1(c), delivered and stored on such last day of the Lease Term, and, in either case, in the condition specified in Section 6.2, Lessee shall pay to Lessor for each such day from the expiration of the Lease Term with respect to such Unit until the date on which such Unit is returned to Lessor in accordance with the provisions of Section 6.1(b) and in the condition specified in Section 6.2, an amount equal to the daily equivalent of the average Basic Rent for the Basic Term or the Renewal Term as applicable to such Unit. In the event Lessee is required to pay such Rent subsequent to the expiration of the Lease Term with respect to a Unit or Units, any amounts earned with respect to such Units shall be for the account of Lessee. If such Unit is not returned to Lessor in accordance with the provisions of Section 6.1(b) and in the condition specified in Section 6.2 on or prior to the 180th day after the expiration of the Lease Term with respect to such Unit, Lessor shall have the right to require Lessee to purchase such Unit for a purchase price equal to the Stipulated Loss Value for such Unit as of the 181st day after the expiration of such Lease Term; provided that if more than 25 -------- Units have not been returned on or prior to the expiration of such Lease Term, the purchase price for such Unit shall be the higher of (x) the Fair Market Sales Value, assuming such Unit is in the condition required by this Lease, and (y) the Stipulated Loss Value of such Unit as of the 181st day after the expiration of such Lease Term; provided further that, during the holdover period ---------------- described in this sentence and the immediately preceding sentence, Lessee shall use its best efforts to secure the return of the Equipment as required under this Section 6 in the condition specified in Section 6.

Return; Holdover Rent. (a) Not less than 180 days prior to the end of the Basic Term or the end of the any Renewal Term, if Lessee has elected to return the Units under Section 22.2, Lessee will provide Lessor with a list of not less than ten (10) alternative storage locations ("Storage Locations") used by Lessee for the storage of rolling stock within the Contiguous United States with sufficient available storage capacity to store the Units and the available storage capacities of such locations. Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, not less than 90 days prior to the end of the Lease Term, Lessor will give Lessee irrevocable notice of its decision either to take possession of or store the Units. If Lessor shall have decided to take possession of the Units, the terms of Section 6.1(b) will apply. If Lessor shall have decided to store the Units, the terms of Section 6.1(c) will apply. (b) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if Lessor shall have decided to take possession of the Units, Lessee will, at its sole risk and expense, deliver possession of the Units at any storage location(s)location, f.o.b. such location(s)location, (i) as may be agreed upon by Lessor and Lessee in writing or (ii) in the absence of such agreement as Lessor may reasonably select by written notice to Lessee on or before the 90th day before the end of the Lease Term; provided, that (x) with respect to all Units being so delivered, there shall be no more than ten (10) locations (each of which shall be located within the Contiguous United States and shall have adequate storage capacities) and (y) Lessor's notice shall specify the total number and type of Units to be delivered to each location. (i) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if Lessor shall have elected to store the Units upon the expiration of the Lease Term with respect thereto, Lessee shall store the Units free of charge and at the risk and expense of Lessee for a period (the "Storage Period") beginning, for any particular Storage Location, on the expiration of the Lease Term for such Units (the "Storage Period Commencement Date") and ending not more than 120 60 days after the later of (i) the date of such expiration and (ii) the date on which such Unit is in compliance with the conditions set forth in Section 6.2thereafter. On or before the 120th 90th day before the end of the Lease Term, Lessor shall provide Lessee with written notice designating its choices from among the Storage Locations provided by Lessee pursuant to Section 6.1(a). Any storage provided by Lessee during the Storage Period shall be at the sole risk and expense of Lessee, and Lessee shall maintain the insurance required by Section Section 12.1 with respect to all stored Units. During the Storage Period, Lessee will permit Lessor or any Persons designated by it, including the authorized representative or representatives of any prospective purchaser or user of such Units, to restencil the marks on such Units and to inspect the same during Lessee's normal business hours upon at least three Business Days' prior written or telephonic notice; provided, however, that such inspection and restenciling shall not interfere with the normal conduct of Lessee's business; and provided, further, that (x) such inspection and restenciling shall be at such Person's own risk and expense, (y) Lessee shall be indemnified by Lessor against any loss or damage incurred by it in connection with any such inspection or restenciling by such Person and (z) Lessee (except in the case of Lessee's gross negligence or willful misconduct) shall not be liable for any injury to, or the death of, any person exercising, either on behalf of Lessor or any prospective purchaser or user, the rights of inspection and restenciling granted pursuant hereto. Lessee shall not be required to store any Unit after the Storage Period. If Lessee does store any Unit after the expiration of the Storage Period, such storage shall be at the sole risk and expense of Lessor. (ii) Upon the request and direction of Lessor (and at Lessor's sole risk and expense), on not more than one occasion with respect to each stored Unit and upon not less than 15 days' prior written notice from Lessor to Lessee, Lessee will, on or before the expiration of the Storage Period, transport such Unit to any railroad interchange point or points within the Contiguous United States on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Unit to be transported to such locations in the Contiguous United States as Lessor shall direct), whereupon Lessee shall have no further liability or obligation with respect to such Unit. (iii) Upon receipt of Lessor's written notice designating its choices from among the alternative Storage Locations provided by Lessee under Section 6.1(a), Lessee shall have the option to instead store such Units at such Storage Locations as it shall choose in which case the Storage Period shall be at the sole risk and expense of Lessee for a period of 60 days, during which period Lessee shall be obligated to insure such Units as provided in Section 12. Upon receipt of such notice, Lessee will promptly give notice to Lessor of the locations at which Lessee will store such Units. If Lessee shall exercise such option, Lessee shall on or before the expiration of the Storage Period transport the Units to any railroad interchange point or points within the Contiguous United States on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Units to be transported to such locations (provided that such Units shall be transported to no more than ten (10) locations, each having adequate storage capacity) designated by Lessor upon not less than 15 days' prior written notice). The movement of any Unit from such Unit's location as designated by Lessee pursuant to this Section 6.1(c)(iii) to an interchange point thereafter designated by Lessor in accordance with the foregoing sentence will be at the risk and expense of Lessor; provided, however, that any incremental costs associated with movement from the storage facility designated by Lessee pursuant to this clause (iii) over the costs that would be incurred in movement from the storage facility designated by Lessor pursuant to Section 6.1 (a) shall be for the account of Lessee. During any Storage Period, Lessee shall store the Units in such manner as the Manager normally stores similar units of railroad equipment owned or managed by it. (d) Upon the latest of (i) expiration of the Lease Term with respect to a Unit, (ii) tender of such Unit at the location determined in accordance with Section 6.1(b) or, as applicable, the tender of such Unit for storage in accordance accor- dance with Section 6.1(c) and (iii) compliance by such Unit withwith Section 6.2, this Lease and the obligation to pay Basic Rent for such Unit accruing subsequent to the expiration of the Lease Term with respect to such Unit shall terminate. (e) In the event any Unit is not (i) returned to Lessor in accordance with the provisions of Section 6.1(b) on the last day of the Lease Term with respect thereto, or, if requested by Lessor pursuant to Section 6.1(c), delivered and stored on such last day of the Lease Term, and, in either case, in the condition specified in Section 6.2 or (ii) deemed automatically renewed in accordance with the provisions of Section 22.7, the Lease with respect to such Unit shall continue in effect and Lessee shall pay to Lessor for each such day from the scheduled expiration of the Lease Term with respect to such Unit until the date on which such Unit is returned to Lessor in accordance with the provisions of Section 6.1(b) and in the condition specified in Section 6.2, an amount equal to the daily equivalent of the average Basic Rent for the Basic Term or the Renewal Term, as applicable, to such

Return; Holdover Rent. (a) Not less than 180 days prior to the end of the Basic Term or the end of the any Renewal Term, if Lessee has elected to return the Units under Section 22.2, Lessee will provide Lessor with a list of not less than ten (10) alternative storage locations ("Storage Locations") used by Lessee for the storage of rolling stock within the Contiguous United States with sufficient available storage capacity to store the Units and the available storage capacities of such locations. Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, not less than 90 days prior to the end of the Lease Term, Lessor will give Lessee irrevocable notice of its decision either to take possession of or store the Units. If Lessor shall have decided to take possession of the Units, the terms of Section 6.1(b) will apply. If Lessor shall have decided to store the Units, the terms of Section 6.1(c) will apply. (b) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if Lessor shall have decided to take possession of the Units, Lessee will, at its sole risk and expense, deliver possession of the Units at any storage location(s)location, f.o.b. such location(s)location, (i) as may be agreed upon by Lessor and Lessee in writing or (ii) in the absence of such agreement as Lessor may reasonably select by written notice to Lessee on or before the 90th day before the end of the Lease Term; provided, that (x) with respect to all Units being so delivered, there shall be no more than ten (10) locations (each of which shall be located within the Contiguous United States and shall have adequate storage capacities) and (y) Lessor's notice shall specify the total number and type of Units to be delivered to each location. (i) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if Lessor shall have elected to store the Units upon the expiration of the Lease Term with respect thereto, Lessee shall store the Units free of charge and at the risk and expense of Lessee for a period (the "Storage Period") beginning, for any particular Storage Location, on the expiration of the Lease Term for such Units (the "Storage Period Commencement Date") and ending not more than 120 60 days after the later of (i) the date of such expiration and (ii) the date on which such Unit is in compliance with the conditions set forth in Section 6.2thereafter. On or before the 120th 90th day before the end of the Lease Term, Lessor shall provide Lessee with written notice designating its choices from among the Storage Locations provided by Lessee pursuant to Section 6.1(a). Any storage provided by Lessee during the Storage Period shall be at the sole risk and expense of Lessee, and Lessee shall maintain the insurance required by Sectionby Section 12.1 with respect to all stored Units. During the Storage Period, Lessee will permit Lessor or any Persons designated by it, including the authorized representative or representatives of any prospective purchaser or user of such Units, to restencil the marks on such Units and to inspect the same during Lessee's normal business hours upon at least three Business Days' prior written or telephonic notice; provided, however, that such inspection and restenciling shall not interfere with the normal conduct of Lessee's business; and provided, further, that (x) such inspection and restenciling shall be at such Person's own risk and expense, (y) Lessee shall be indemnified by Lessor against any loss or damage incurred by it in connection with any such inspection or restenciling by such Person and (z) Lessee (except in the case of Lessee's gross negligence or willful misconduct) shall not be liable for any injury to, or the death of, any person exercising, either on behalf of Lessor or any prospective purchaser or user, the rights of inspection and restenciling granted pursuant hereto. Lessee shall not be required to store any Unit after the Storage Period. If Lessee does store any Unit after the expiration of the Storage Period, such storage shall be at the sole risk and expense of Lessor. (ii) Upon the request and direction of Lessor (and at Lessor's sole risk and expense), on not more than one occasion with respect to each stored Unit and upon not less than 15 days' prior written notice from Lessor to Lessee, Lessee will, on or before the expiration of the Storage Period, transport such Unit to any railroad interchange point or points within the Contiguous United States on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Unit to be transported to such locations in the Contiguous United States as Lessor shall direct), whereupon Lessee shall have no further liability or obligation with respect to such Unit. (iii) Upon receipt of Lessor's written notice designating its choices from among the alternative Storage Locations provided by Lessee under Section 6.1(a), Lessee shall have the option to instead store such Units at such Storage Locations as it shall choose in which case the Storage Period shall be at the sole risk and expense of Lessee for a period of 60 days, during which period Lessee shall be obligated to insure such Units as provided in Section 12. Upon receipt of such notice, Lessee will promptly give notice to Lessor of the locations at which Lessee will store such Units. If Lessee shall exercise such option, Lessee shall on or before the expiration of the Storage Period transport the Units to any railroad interchange point or points within the Contiguous United States on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Units to be transported to such locations designated by Lessor upon not less (provided that such Units shall be transported to no more than 15 days' prior written notice). The movement of any Unit from such Unit's location as designated by Lessee pursuant to this Section 6.1(c)(iii) to an interchange point thereafter designated by Lessor in accordance with the foregoing sentence will be at the risk and expense of Lessee. During any Storage Period, Lessee shall store the Units in such manner as the Manager normally stores similar units of railroad equipment owned or managed by it. (d) Upon the latest of (i) expiration of the Lease Term with respect to a Unit, (ii) tender of such Unit at the location determined in accordance with Section 6.1(b) or, as applicable, the tender of such Unit for storage in accordance with Section 6.1(c) and (iii) compliance by such Unit withten

Return; Holdover Rent. (a) Not less than 180 days prior to the end of the Basic Term or the end of the Renewal Term, if Lessee has elected to return the Units under Section 22.2, Lessee will provide Lessor with a list of not less than ten (10) alternative storage locations ("Storage Locations") used by Lessee for the storage of rolling stock within the Contiguous United States with sufficient available storage capacity to store the Units and the available storage capacities of such locations. Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, not less than 90 days prior to the end of the Lease Term, Lessor will give Lessee irrevocable notice of its decision either to take possession of or store the Units. If Lessor shall have decided to take possession of the Units, the terms of Section 6.1(b) will apply. If Lessor shall have decided to store the Units, the terms of Section 6.1(c) will apply. (b) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if Lessor shall have decided to take possession of the Units, Lessee will, at its sole risk and expense, deliver possession of the Units at any storage location(s), f.o.b. such location(s), (i) as may be agreed upon by Lessor and Lessee in writing or (ii) in the absence of such agreement as Lessor may reasonably select by written notice to Lessee on or before the 90th day before the end of the Lease Term; provided, that (x) with respect to all Units being so delivered, there shall be no more than ten (10) locations (each of which shall be located within the Contiguous United States and shall have adequate storage capacities) and (y) Lessor's notice shall specify the total number and type of Units to be delivered to each location. (i) Unless Lessee shall have purchased the Units pursuant to Section 22 of this Lease or pursuant to Section 6.9 of the Participation Agreement, if Lessor shall have elected to store the Units upon the expiration of the Lease Term with respect thereto, Lessee shall store the Units free of charge and at the risk and expense of Lessee for a period (the "Storage Period") beginning, for any particular Storage Location, on the expiration of the Lease Term for such Units (the "Storage Period Commencement Date") and ending not more than 120 days after the later of (i) the date of such expiration and (ii) the date on which such Unit is in compliance with the conditions set forth in Section 6.2. On or before the 120th day before the end of the Lease Term, Lessor shall provide Lessee with written notice designating its choices from among the Storage Locations provided by Lessee pursuant to Section 6.1(a). Any storage provided by Lessee during the Storage Period shall be at the sole risk and expense of Lessee, and Lessee shall maintain the insurance required by Section 12.1 with respect to all stored Units. During the Storage Period, Lessee will permit Lessor or any Persons designated by it, including the authorized representative or representatives of any prospective purchaser or user of such Units, to restencil the marks on such Units and to inspect the same during Lessee's normal business hours upon at least three Business Days' prior written or telephonic notice; provided, however, that such inspection and restenciling shall not interfere with the normal conduct of Lessee's business; and provided, further, that (x) such inspection and restenciling shall be at such Person's own risk and expense, (y) Lessee shall be indemnified by Lessor against any loss or damage incurred by it in connection with any such inspection or restenciling by such Person and (z) Lessee (except in the case of Lessee's gross negligence or willful misconduct) shall not be liable for any injury to, or the death of, any person exercising, either on behalf of Lessor or any prospective purchaser or user, the rights of inspection and restenciling granted pursuant hereto. Lessee shall not be required to store any Unit after the Storage Period. If Lessee does store any Unit after the expiration of the Storage Period, such storage shall be at the sole risk and expense of Lessor. (ii) Upon the request and direction of Lessor (and at Lessor's sole risk and expense), on not more than one occasion with respect to each stored Unit and upon not less than 15 days' prior written notice from Lessor to Lessee, Lessee will, on or before the expiration of the Storage Period, transport such Unit to any railroad interchange point or points within the Contiguous United States on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Unit to be transported to such locations in the Contiguous United States as Lessor shall direct), whereupon Lessee shall have no further liability or obligation with respect to such Unit. (iii) Upon receipt of Lessor's written notice designating its choices from among the alternative Storage Locations provided by Lessee under Section 6.1(a), Lessee shall have the option to instead store such Units at such Storage Locations as it shall choose in which case the Storage Period shall be at the sole risk and expense of Lessee for a period of 60 days, during which period Lessee shall be obligated to insure such Units as provided in Section 12. Upon receipt of such notice, Lessee will promptly give notice to Lessor of the locations at which Lessee will store such Units. If Lessee shall exercise such option, Lessee shall on or before the expiration of the Storage Period transport the Units to any railroad interchange point or points within the Contiguous United States on any railroad lines or to any connecting carrier for shipment (with appropriate instructions to cause such Units to be transported to such locations designated by Lessor upon not less than 15 days' prior written notice). The movement of any Unit from such Unit's location as designated by Lessee pursuant to this Section 6.1(c)(iii) to an interchange point thereafter designated by Lessor in accordance with the foregoing sentence will be at the risk and expense of Lessee. During any Storage Period, Lessee shall store the Units in such manner as the Manager normally stores similar units of railroad equipment owned or managed by it. (d) Upon the latest of (i) expiration of the Lease Term with respect to a Unit, (ii) tender of such Unit at the location determined in accordance with Section 6.1(b) or, as applicable, the tender of such Unit for storage in accordance with Section 6.1(c) and (iii) compliance by such Unit withwith Section